EXHIBIT 10.4

                             AUDIT COMMITTEE CHARTER
                    puraDYN FILTER TECHNOLOGIES INCORPORATED

         The Audit Committee (the "Committee") is a committee of the Board of
Directors. Its primary function is to assist the Board in fulfilling its
oversight responsibilities by reviewing the financial information, which will be
provided to the stockholders and others, the systems of internal controls, which
management and the Board of Directors have established, and the independent
audit process.

         The membership of the Committee shall consist of at least two
independent members of the Board of Directors who shall serve at the pleasure of
the Board of Directors. Committee members and the Committee Chairman shall be
designated by the full Board of Directors. All committee members shall be
financially literate (as defined by the American Stock Exchange) and at least
one member shall have accounting or related financial management expertise.

         In meeting its responsibilities, the Audit Committee is expected to:

General

    1.   Meet at least quarterly each year or more frequently as circumstances
         require. The Committee may ask members of management or others to
         attend the meeting and provide pertinent information as necessary.

    2.   Provide an open avenue of communication between the internal auditors,
         the independent accountants and the Board of Directors.

    3.   Review and update the Committee's charter annually. The charter should
         be filed with the Company's proxy statement at least once every three
         years.

    4.   Establish procedures for the receipt and treatment of complaints
         received by the Company regarding accounting, internal controls or
         auditing matters and the confidential, anonymous submission by
         employees of the Company of concerns regarding questionable accounting
         or auditing matters.

    5.   Review legal and regulatory matters that may have a material impact on
         the financial statements, related Company compliance policies, and
         programs and reports received from regulators.

    6.   Have the authority to conduct or authorize investigations into any
         matters within the Committee's scope of responsibilities. The Committee
         shall be empowered to retain independent counsel, accountants, or
         others to assist it in the conduct of any investigation.

    7.   Perform such other functions as assigned by law, the Company's charter
         or bylaws, of the board of directors.


<PAGE>

Independent Accountants

    8.   Recommend to the Board of Directors the independent accountants to be
         nominated, approve the compensation of the independent accountants, and
         review and approve the discharge of the independent accountants.

    9.   Confirm and assure the independence of the independent accountants,
         including a review of management consulting services and related fees
         provided by the independent accountants and receiving written
         confirmation of all relationships between the auditor and the Company,
         including actively engaging in a dialogue with the independent auditor
         with respect to any disclosed relationships or services that may impact
         the objectivity and independence of the independent auditor and
         recommending that the full Board take appropriate action

    10.  Pre-approve appropriate funding by the Company for compensation to
         public accounting firms for attest, audit and review services, for
         advisors employed by the audit committee and for other administrative
         expenses deemed necessary by the audit committee.

    11.  Consider, in consultation with the independent accountants and the
         director of internal auditing or overseeing officer, the audit scope
         and plan of the independent accountants.

    12.  Consider with management and the independent accountants the rationale
         for employing audit firms other than the principal independent
         accountants.

    13.  Review with management and the Independent accountants at the
         completion of the annual examination:

         a.  The Company's annual financial statements and related footnotes.

         b.  The independent accountants' audit of the financial statements and
             its report thereon.

         c.  Any significant changes required in the independent accountants'
             audit plan.

         d.  Any serious difficulties or disputes with management encountered
             during the course of the audit.

         e.  Other matters related to the conduct of the audit, which are to be
             communicated to the Committee under generally accepted auditing
             standards.

    14.  Meet with the director of internal auditing or overseeing officer, the
         independent accountants, and management in separate executive sessions
         to discuss any matters that the Committee or these groups believe
         should be discussed privately with the Committee.


<PAGE>

Internal Controls

    15.  Review and concur in the appointment, replacement, reassignment or
         dismissal of the director or the overseeing officer of internal
         auditing.

    16.  Inquire of management, the director of internal auditing or overseeing
         officer, and the independent accountants about significant risks or
         exposures and assess the steps management has taken to minimize such
         risk to the Company.

    17.  Review with the director of internal auditing or the overseeing officer
         and the independent accountants the coordination of audit effort to
         assure completeness of coverage, reduction of redundant efforts and the
         effective use of audit resources.

    18.  Consider and review with the independent accountants and the director
         of internal auditing or overseeing officer:

         a.  The adequacy of the Company's internal controls including
             computerized information system controls and security.

         b.  Any related significant findings and recommendations of the
             independent accountants together with management's responses
             thereto.

         c.  The independent accountants' accountability to the Board of
             Directors and this Committee.

    19.  Consider and review with management and the director of internal
         auditing or overseeing officer:

         a.  Significant findings during the year and management's responses
             thereto.

         b.  Any difficulties encountered in the course of their audits,
             including any restrictions on the scope of their work or access to
             required information.

         c.  Any changes required in the planned scope of their audit plan.

         d.  The internal auditing department budget and staffing; if
             applicable.

         e.  Compliance with The Institute of Internal Auditors' (IIA's)
             Standards for the Professional Practice of Internal Auditing.

    20.  Review policies and procedures with respect to officers' expense
         accounts and perquisites, including their use of corporate assets, and
         consider the results of any review of these areas by the internal
         auditor or the independent accountants.

    21.  Review with the director of internal auditing or overseeing officer and
         the independent accountants the results of their review of the
         Company's monitoring compliance with the Company's code of conduct.


<PAGE>

Reporting

    22.  Review filings with the SEC and other published documents containing
         the Company's financial statements and consider whether the information
         contained in these documents is consistent with the information
         contained in the financial statements.

    23.  Review with management, the independent accountants, and the director
         of internal auditing or overseeing officer the interim financial report
         before it is filed with the SEC or other regulators.

    24.  Report Committee actions to the Board of Directors with such
         recommendations, as the Committee may deem appropriate.

    25.  Prepare a letter for inclusion in the annual report that describes the
         Committee's composition and responsibilities, and how they were
         discharged as required.

The duties and responsibilities of a member of the Committee are in addition to
those duties set out for a member of the Board of Directors.